Q&A Topics
I understand that the company will be divided into 2 smaller companies, and the current shareholders will have the same ownership in the new companies. Is my understanding correct?
There won't be two new companies, but the company that is splitting (Promateris) and a newly established company (Obor Development). Promateris shareholders from the reference date will have shares in both companies, according to the information in the draft division Chap. III, points 3.2 and 8., if the right of withdrawal presented in Chapter III point 8 is not exercised.
What is the purpose of division? Will the company name change?
The purpose of the division is described in the Draft Division published in Chap. III, Substantiation and conditions of division, 1..1 Purpose of division and 1.2 Substantiation of the division of the company. Promateris SA will not change its name.
Will the company's object of activity remain the same, even after the division?
Promateris SA retains its object of activity (Draft division, chapter III, point 3.1, paragraph 4). The newly formed company, Obor Development SA will have as object of activity CAEN code Rev. 2, 6420 Holding activities (according to the published articles of incorporation of Obor Development).
After the company division, will the 2 newly established companies be listed on the stock exchange? As independent companies? Or as a group of companies?
There are no two new companies, but the company that is splitting (Promateris) and a newly established company (Obor Development). In accordance with the EGMS Decision of 04.02.2021, the newly established company will not be listed. Thus, Promateris SA remains listed on the stock exchange in the same conditions as before. The newly formed company, Obor Development SA, will not be listed.
Will the share capital be reduced by 90%?
Yes, it is estimated the reduction of the share capital of Promateris from 28,699,303 lei (the value of the share capital after the cancellation of the own shares held by the company) to 2,869,9030.3 lei. These values may change if there are shareholders who will exercise their right of withdrawal according to the procedure described in the Drafting Division, Chapter III GROUNDS AND CONDITIONS OF THE DIVISION, point 8. After this date, the shares allocated to PROMATERIS' shareholders, in the new company, give them the right to participate in benefits and any special conditions. The structure of the entire division balance sheet is described in the Draft Division, Annex 3.
What is the method/procedure for the shareholders' withdrawing?
The procedure for withdrawing shareholders is described in detail in the Drafting Division, in Chapter III GROUNDS AND CONDITIONS OF THE DIVISION, point 8. The date on which the shares allocated to PROMATERIS SA shareholders at the Beneficiary Company affects this right.
How/where/when will the new Obor Development company be listed, respectively how can (then) those shares be sold?
The newly established company, Obor Development SA, will not be admitted to trading at the time of the division, based on the EGMS Promateris SA Decision of February 4, 2021. A potential listing of the newly established company is at the discretion of Obor Development's shareholders and cannot be estimated in any way by Promateris SA.The shares of Obor Development SA will be traded in accordance with the provisions of the Companies Law no. 31/1990 republished, applicable to unlisted companies.